-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DdGfSG+CCyBU3bVG2MzJRBnZrkLvz8oNLTdkHjSqonXTpiEtgZOfZ0KhV6N6yy9Y 5MFnek2OVpitEo72o0p85Q== 0001140361-08-014569.txt : 20080606 0001140361-08-014569.hdr.sgml : 20080606 20080606172723 ACCESSION NUMBER: 0001140361-08-014569 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 GROUP MEMBERS: E. WAYNE KINSEY, III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. CENTRAL INDEX KEY: 0001084031 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 980200471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79233 FILM NUMBER: 08886563 BUSINESS ADDRESS: STREET 1: 4235 COMMERCE STREET CITY: LITTLE RIVER STATE: SC ZIP: 29566 BUSINESS PHONE: 843-390-2500 MAIL ADDRESS: STREET 1: 4235 COMMERCE STREET STREET 2: 4235 COMMERCE STREET CITY: LITTLE RIVER STATE: SC ZIP: 29566 FORMER COMPANY: FORMER CONFORMED NAME: NATUROL HOLDINGS LTD DATE OF NAME CHANGE: 20020823 FORMER COMPANY: FORMER CONFORMED NAME: CORONADO EXPLORATIONS LTD DATE OF NAME CHANGE: 19990528 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Benchmark Performance Group CENTRAL INDEX KEY: 0001433824 IRS NUMBER: 752140139 STATE OF INCORPORATION: TX FISCAL YEAR END: 0308 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2801 POST OAK BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-986-2500 MAIL ADDRESS: STREET 1: 2801 POST OAK BLVD STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D 1 formsc13d.htm BENCHMARK PERFORMANCE GROUP SC13D 6-6-2008 formsc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934


Integrated Environmental Technologies, Ltd.
(Name of Issuer)


Common Stock, par value $0.001 per share
(Title of Class of Securities)



639048 10 7
(CUSIP Number)


E. Wayne Kinsey, III
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
(713) 986-2500

with a copy to:

Barry Davis
Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas 77002
(713) 654-8111
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


June 6, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

1
NAMES OF REPORTING PERSONS:
   
 
Benchmark Performance Group, Inc.
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):  75-2140139
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
 
(a)   o
 
(b)   o
3
SEC USE ONLY:
   
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
   
 
Texas
 
7
SOLE VOTING POWER:
     
NUMBER OF
  
None
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
    
OWNED BY
  
15,000,000
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
    
PERSON
  
None
WITH
10
SHARED DISPOSITIVE POWER:
     
   
15,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
15,000,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
 
22.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
 
CO

 
 
 


1
NAMES OF REPORTING PERSONS:
   
 
E. Wayne Kinsey, III
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
 
(a)   o
 
(b)   o
3
SEC USE ONLY:
   
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
   
 
United States Citizen
 
7
SOLE VOTING POWER:
     
NUMBER OF
  
None
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
    
OWNED BY
  
15,000,000
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
    
PERSON
  
None
WITH
10
SHARED DISPOSITIVE POWER:
     
   
15,000,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
15,000,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
 
22.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
 
IN

 
 
 

Item 1.  Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Integrated Environmental Technologies, Ltd., a Nevada corporation (“IET”).  IET’s principal executive offices are located at 4235 Commerce, Street Little River, South Carolina 29566.

Item 2.  Identity and Background.

This statement represents the joint filing of Benchmark Performance Group, Inc., a Texas corporation (“Benchmark”), and E. Wayne Kinsey, III, an individual shareholder of Benchmark (“Mr. Kinsey”; and collectively, the “Reporting Persons”).

 
(a)
Benchmark is a Texas corporation.  The name, business address and present principal occupation or employment of each of Benchmark’s executive officers and directors are set forth on Schedule A hereto and incorporated herein by reference.

Mr. Kinsey, an individual, is a United States citizen, and is the President, Chief Executive Officer and a 81.4% controlling shareholder of Benchmark.

 
(b)
The address of the Reporting Persons is 2801 Post Oak Blvd., Suite 400, Houston, Texas 77056.

 
(c)
The principal business of Benchmark is developing and supplying specialty chemicals for the oil well pressure pumping services industry.

Mr. Kinsey is employed by Benchmark.

 
(d)
During the last five years, the Reporting Persons have not, and to the knowledge of Benchmark, none of the persons listed on Schedule A has, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 
(e)
During the last five years, the Reporting Persons have not, and to the knowledge of Benchmark, none of the persons listed on Schedule A has, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 
(f)
Mr. Kinsey is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration.

The total amount of funds required by Benchmark to acquire the common stock pursuant to the Acquisition Agreement  (as defined and described in the response to Item 4) was $3,500,000 (the “Purchase Price”).  Benchmark has used its working capital to fund the investment.

Item 4.  Purpose of Transaction.

On June 20, 2007, Benchmark entered into a stock acquisition agreement with IET, pursuant to which Benchmark agreed to acquire 35,000,000 shares (the “Shares”) of common stock at a price of ($0.10) per share (the “Acquisition Agreement”).  Pursuant to the terms of the Acquisition Agreement, IET and Benchmark simultaneously entered into an Exclusive License and Distribution Agreement (“Distribution Agreement”) pursuant to which Benchmark was granted the exclusive, world-wide right, license and authority to market, sell and distribute for use in the manufacture of fluids and solution for use in Oilfield Applications (as defined in the Distribution Agreement) (i) the existing and any new EcaFlo® ECA units manufactured by IET (“ECA Equipment”), (ii) electrolytic (replacement) cells used in the ECA Equipment, (iii) all components, replacement parts and other materials necessary to service, repair and maintain any ECA Equipment sold to and/or through Benchmark, (iv) the anolyte and catholyte solutions (“EcaFlo® Solutions”) produced by the ECA Equipment developed by IET.  The purpose of this transaction was to (i) insure that Benchmark could remain closely involved in future ECA Equipment developments relating to Oilfield Application uses for ECA Equipment and EcaFlo® Solutions, and (ii) participate, as an investor, in the development and deployment of ECA Equipment for other markets. The Purchase Price will be paid in seven (7) installments as listed below:

 
·
First Installment – The previously invoiced $312,000 to Benchmark for the purchase of 6 EcaFlo® Model C-104 units shall be converted to an equity investment toward the purchase of 5,000,000 Shares band applied to the Purchase Price.

 
 
 

 
·
Second Installment – Within three days of the execution of the Acquisition Agreement, Benchmark paid IET $188,000.  Upon receipt of the second installment, IET issued 5,000,000 Shares to Benchmark.

 
·
Third Installment – On or before October 31, 2007, Benchmark will pay to IET $500,000. Upon receipt of the third installment, IET will issue an additional 5,000,000 Shares to Benchmark.

 
·
Fourth Installment – On or before April 30, 2008, Benchmark will pay to IET $500,000. Upon receipt of the fourth installment, IET will issue an additional 5,000,000 Shares to Benchmark.

 
·
Fifth Installment – On or before October 31, 2008, Benchmark will pay to IET $500,000. Upon receipt of the fifth installment, IET will issue an additional 5,000,000 Shares to Benchmark.

 
·
Sixth Installment – On of before April 30, 2009, Benchmark will pay to IET $500,000.  Upon receipt of the sixth installment, IET will issue an additional 5,000,000 Shares to Benchmark.

 
·
Seventh Installment – On or before October 31, 2009, Benchmark will pay IET $1,000,000. Upon receipt of the seventh installment, IET will issue 10,000,000 Shares to Benchmark.

Pursuant to the Acquisition Agreement, Benchmark has the option to purchase additional shares of IET’s common stock which shall, at the time of issuance, make Benchmark the holder of 51% of IET’s total outstanding equity securities (“Control Share Option”).  Such Control Share Option shall be exercisable at any time through October 31, 2009, and the per share price shall be the weighted average per share price of IET’s common stock over the 22 trading days prior to the date IET receives written notice from Benchmark that it intends to exercise its option, based upon the closing prices and trades posted on the Over the Counter Bulletin Board, plus a 15% per share control premium.  As of the date of this Schedule 13D, and although it cannot provide any assurances, Benchmark anticipates that it will exercise this Control Share Option.

In connection with the Acquisition Agreement, Benchmark executed a Registration Rights Agreement, dated as of June 21, 2007, between IET and Benchmark (the “Registration Rights Agreement”).  Pursuant to the terms of the Registration Rights Agreement, Benchmark may demand that IET file a registration statement to register for resale to the public the Shares issued to it as of the date of the request, and IET will use its best efforts to cause such Shares to be registered.  IET will not be obligated to effect more than three registration statements.

Pursuant to the terms of the Acquisition Agreement, IET’s board of directors was required to take action to cause Mr. Kinsey, and David N. Harry, representatives of Benchmark, to be elected as members of IET’s board of directors.  In order to take such action, IET’s bylaws had to be amended to increase the size of the board of directors from 3 to 5 directors.

The Reporting Persons review their investment in IET on a continual basis in light of numerous factors, including, without limitation, the actions of IET with respect to the potential acquisitions or business combinations, market activity in IET’s securities, an evaluation of IET and its prospects, general market and economic conditions, conditions specifically affecting Benchmark and other factors which the Reporting Persons may deem relevant to their investment.  From time to time, the Reporting Persons may hold discussions with third parties or with management of IET in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of IET as a means of enhancing shareholder value.  From time to time, the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to its investment in IET including, without limitation:

 
·
to hold the Shares as a passive investor or as an active investor (including as a member of a “group” with other beneficial owners of the
Issuer’s securities);
 
·
to acquire beneficial ownership of additional securities of the Issuer in the open market, through publicly announced acquisition programs or tender offers, in privately negotiated transactions or otherwise;
 
·
to dispose of, or cause to be disposed, any or all of the Shares held by it at any time in any manner available to it including, but not limited to, sales in registered offerings, in privately negotiated transactions under Rule 144 of the Securities Act of 1933, or other transactions;
 
·
to enter into agreements with potential business combination partners to facilitate a transaction with IET;
 
·
to enter into a potential business combination transaction with IET, which may result in the acquisition by the Reporting Persons of all or substantially all the assets or business of IET; or

 
 
 

 
·
to cause the common stock of IET to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association

At the date of this Statement, except as set forth in this Statement, the Reporting Persons have no specific plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D.

Item 5. Interest in Securities of the Issuer:

 
(a)
As of the filing date of the Schedule 13D, as a result of the Acquisition Agreement, Benchmark may be deemed to have (i) beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) and (ii) shared power to vote 15,000,000 shares of common stock, which represents approximately 22.0% of the shares of common stock deemed to be outstanding pursuant to Rule 13d-1(j).  This percentage of beneficial ownership was calculated by dividing the number of shares beneficially owned by Benchmark as of June 6, 2008 by 68,070,467 shares (the number of outstanding shares of Common Stock of IET as of May 16, 2008, based upon the Issuer’s Annual Report on Form 10-Q filed with the Securities and Exchange Commission on May 28, 2008).

 
Mr. Kinsey beneficially owns  81.4% of Benchmark and therefore also beneficially owns 22.0% of IET.

 
(b)
The Reporting Persons have shared power to vote and shared power to dispose of all of the shares beneficially owned by Benchmark.

 
(c)
Except as set forth or incorporated herein, the Reporting Persons have not effected any transaction in the Common Stock during the past 60 days.
 
 
 
(d) 
Not applicable.

 
(e) 
Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable.


Item 7. Material to be filed as Exhibits.

Joint Filing Agreement dated as of June 6, 2008 between Benchmark Performance Group, Inc. and E. Wayne Kinsey, III.

Stock Acquisition Agreement dated June 20, 2007 between Integrated Environmental Technologies, Ltd. and Benchmark Performance Group, Inc.

Registration Rights Agreement dated June 21, 2007 between Integrated Environmental Technologies, Ltd. and Benchmark Performance Group, Inc.

 
 
 

SIGNATURE

After reasonable inquiry and not to the best of the undersigned’s knowledge, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 6, 2008



 
Benchmark Performance Group, Inc.
  
       
       
 
By:
    /s/ E. Wayne Kinsey, III
  
   
E. Wayne Kinsey, III
  
       
       
       
   
/s/ E. Wayne Kinsey, III
  
   
E. Wayne Kinsey, III
  

 
 
 

Schedule A

Executive Officers and Directors of Benchmark Performance Group, Inc.

The following table sets forth the name and business address of each director of Benchmark Performance Group, Inc. Each individual listed below is a citizen of the United States.

Name
Address
E. Wayne Kinsey, III
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
David N. Harry
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
Danny Wilson
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
John Panichella
1313 N. Market St.
Wilmington, Delaware 19894
 
Allen Spizzo
1313 N. Market St.
Wilmington, Delaware 19894
 

The following table sets forth the name, business address and position of each executive officer of Benchmark Performance Group, Inc. Each individual listed below is a citizen of the United States.


Name
Title
Address
E. Wayne Kinsey, III
President and Chief Executive Officer
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
Iain Dingwall
Chief Operating Officer
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
David N. Harry
Executive Vice President and Chief Technical Officer
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
Mark Kinsey
Executive Vice President
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
Harlan B. Naylor, III
Executive Vice President and General Counsel
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
Michael Miller
Senior Vice President
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
Mary Kay Harvey
Secretary
2801 Post Oak Blvd., Suite 400
Houston, Texas 77056
 
 
 
 EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

Exhibit 1
CUSIP No. 639048 10 7
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D

The undersigned agree as follows:

(i)           each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such  Schedule 13D is filed on behalf of each of them; and

(ii)           each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.


Dated: June 6, 2008


 
Benchmark Performance Group, Inc.
  
       
       
 
By:
/s/ Wayne Kinsey
  
   
E. Wayne Kinsey, III
  
       
       
       
 
 
/s/ Wayne Kinsey
  
   
E. Wayne Kinsey, III
  
 
 
EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
Exhibit 2
 
Stock Acquisition Agreement
By and between
Benchmark Performance Group, Inc.
and
Integrated Environmental Technologies, Ltd.


1.        Purchase of IEVM Shares.  Benchmark Performance Group, Inc., (“Benchmark”) hereby agrees to acquire, pursuant to the further terms and provisions of this Stock Acquisition Agreement, including each of its Exhibits (hereinafter collectively the “Acquisition Agreement”) Thirty-Five Million (35,000,000) shares (the “Shares”) of the common stock, par value $0.001, of Integrated Environmental Technologies, Ltd., a Delaware corporation with a principal place of business at 4235 Commerce Street, Little River, South Carolina 29566 (“IEVM”). This Acquisition Agreements constitutes a definitive, binding agreement for the acquisition of the Shares by Benchmark, and supersedes all prior agreements with respect thereto, including, but not limited to, that certain May 22, 2007, Term Sheet for Stock Acquisition and Exclusive License and Distributorship Agreement between Integrated Environmental Technologies, Ltd./ I.E.T., Inc. and Benchmark Performance Group, Inc.

2.        Share Purchase Price.  The aggregate purchase price payable for the Shares shall be Three Million Five Hundred Thousand USD ($3,500,000) (the “Purchase Price”) ($0.10 per Share).

3.        Payment of Share Purchase Price.  The Purchase Price will be paid (and the Shares will be issued) according to the following installment schedule:
(a)
First Installment.  Three Hundred Twelve Thousand Dollars ($312,000) heretofore paid by Benchmark to IEVM, via wire transfer, for the purchase of 6 EcaFlo® Model C-104 units shall be converted to an equity investment and applied to the Purchase Price.

(b)
Second Installment.  Within three (3) business days of its execution of this Acquisition Agreement, Benchmark will pay and contribute to IEVM, via wire transfer, One Hundred Eighty-Eight Thousand Dollars ($188,000) (the “Second Installment”).  Promptly upon its receipt of the Second Installment, IEVM will (i) issue to Benchmark a stock certificate for 5,000,000 shares of IEVM common stock, and (ii) cause E. Wayne Kinsey and David N. Harry to be elected to the IEVM Board of Directors, as described in section 8 below.

 
(c)
Third Installment.  On or before October 31, 2007, Benchmark will pay and contribute to IEVM, via wire transfer, Five Hundred Thousand Dollars ($500,000) (the “Third Installment”).  Promptly upon its receipt of the Third Installment, IEVM will (i) issue to Benchmark a stock certificate for an additional 5,000,000 shares of IEVM common stock, and (ii) initiate (pursuant to the terms of section 5 below and the Registration Rights Agreement referenced therein) a registration of the 10,000,000 Shares theretofore issued to Benchmark.

Stock Acquisition Agreement
June 20, 2007
1 of 13
 
 
 

(d)
Fourth Installment.  On or before April 30, 2008, Benchmark will pay and contribute to IEVM, via wire transfer, Five Hundred Thousand Dollars ($500,000) (the “Fourth Installment”).  Promptly upon its receipt of the Fourth Installment, IEVM will issue to Benchmark a stock certificate for an additional 5,000,000 shares of IEVM common stock.

 
(e)
Fifth Installment.  On or before October 31, 2008, Benchmark will pay and contribute to IEVM, via wire transfer, Five Hundred Thousand Dollars ($500,000) (the “Fifth Installment”).  Promptly upon its receipt of the Fifth Installment, IEVM will (i) issue to Benchmark a stock certificate for an additional 5,000,000 shares of IEVM common stock, and (ii) initiate (pursuant to the terms of section 5 below and the Registration Rights Agreement referenced therein) a registration of the 10,000,000 Shares issued to Benchmark following its payment of the Fourth and Fifth Installments.

 
(f)
Sixth Installment.  On or before April 30, 2009, Benchmark will pay and contribute to IEVM, via wire transfer, Five Hundred Thousand Dollars ($500,000) (the “Sixth Installment”).  Promptly upon its receipt of the Sixth Installment, IEVM will issue to Benchmark a stock certificate for an additional 5,000,000 shares of IEVM common stock.

(g)
Seventh Installment.  On or before October 31, 2009, Benchmark will pay and contribute to IEVM, via wire transfer, One Million Dollars ($1,000,000) (the “Seventh Installment”).  Promptly upon its receipt of the Seventh Installment, IEVM will (i) issue to Benchmark a stock certificate for an additional 10,000,000 shares of IEVM common stock, and (ii) initiate (pursuant to the terms of section 5 below and the Registration Rights Agreement referenced therein) a registration of the 15,000,000 Shares issued to Benchmark following its payment of the Sixth and Seventh Installments.

4.        Stock Subscription Agreements.  Benchmark will execute and deliver to IEVM a Stock Subscription Agreement, substantially in the form of Exhibit I attached hereto, with respect to each issuance of Shares to it following the Second, Third, Fourth, Fifth, Sixth and Seventh Installment payments.

5.        Registration Rights.  Subject to the further terms and provision of a Registration Rights Agreement, substantially in the form of Exhibit II attached hereto, to be executed by the parties in conjunction with the Shares to be issued to Benchmark (and covering, in each instance, all unregistered Shares theretofore issued to Benchmark):

 
(a)
Demand Rights:  If at any time Benchmark requests that IEVM file a Registration Statement for the Shares issued to it as of the date of the request, IEVM will use its best efforts to cause such Shares to be registered.  IEVM will not be obligated to affect more than three (3) registrations under these demand right provisions.

Stock Acquisition Agreement
June 20, 2007
2 of 13
 
 
 

(b)
Registration Expenses:  The registration expenses (exclusive of underwriting discounts and commissions or expenses relating to special counsel for a selling shareholder) of three (3) demand registrations will be borne by IEVM.

 
(c)
Transfer of Registration Rights:  The registration rights may be transferred to a transferee who acquires at least 50% of the Shares issued to Benchmark.

6.        Anti-Dilution Period.  IEVM agrees that throughout the period commencing with the Closing Date and ending October 31, 2009 (the “Anti-dilution Period”), Benchmark shall have the right and ability (and IEVM shall take such actions as shall be necessary to ensure that Benchmark has the right and ability) to maintain an equity position in IEVM equal to the equity position it would own upon the issuance of Shares to it following payment of the Seventh Installment if, between the date of Closing and the date of such payment and issuance of Shares, IEVM were to issue no additional shares of its common stock (approximately 40.61%) to any other party.

For the purposes of effecting the foregoing provisions of this section 6, and without limiting the generality thereof, if at any time during the Anti-dilution Period, IEVM shall:

 
(a)
issue any shares of its common stock (other than the Shares to be issued to Benchmark pursuant to this Acquisition Agreement) or any note, debenture, or other evidence of indebtedness, or any option, right, warrant or other instrument or security convertible into or exchangeable for shares of its common stock;

(b)
declare a dividend on the common stock of the corporation payable in the common stock of the corporation;
 
 
(c)
subdivide or split the outstanding shares of common stock of the corporation;
 
(d)
authorize and issue any new class or series of equity securities or any note, debenture, or other evidence of indebtedness, or any option, right, warrant or other instrument or security convertible into or exchangeable for shares of such other class or series); or

 
(e)
issue any shares of its common stock to any holder, transferee or assignee of a currently outstanding note, debenture, or other evidence of indebtedness, or any option, right, warrant or other instrument or security convertible into or exchangeable for shares of IEVM’s common stock upon the holder’s exercise of its conversion or exchange rights thereunder, other than shares of common stock issued pursuant to any option heretofore granted to any officer, director or employee of IET.

(any of the foregoing being a “Warrant Right Event”), then IEVM shall issue to Benchmark a warrant entitling it to purchase, at $0.10 per share, such additional number of shares of IEVM’s common stock as would, upon exercise, make Benchmark the holder of the same total percentage of all outstanding IEVM equity securities as it held prior to the Warrant Right Event.  Any such warrant(s) shall be exercisable by Benchmark at any time through and including October 31, 2009.  The parties shall execute in conjunction with any warrant(s) issued to Benchmark upon a Warrant Right Event a Registration Rights Agreement, substantially in the form of Exhibit II attached hereto, entitling Benchmark to require that IEVM seek registration, at its expense, of the shares issuable to Benchmark upon exercise of the warrant.  Notwithstanding the foregoing, IEVM shall not be obligated to affect more than two (2) registrations under these demand right provisions.
 
Stock Acquisition Agreement
June 20, 2007
3 of 13
 
 
 

7.        Option to Purchase Additional Control Shares. In addition to the Shares to be purchased by Benchmark hereunder, IEVM hereby grants Benchmark the right and option to purchase such additional number of shares of IEVM’s common stock as shall, at the time of issuance, make Benchmark the holder of 51% of IEVM’s total outstanding equity securities (the “Control Share Option”).  Such Control Share Option shall be exercisable at any time through and including October 31, 2009, and the per share price payable for the shares purchased pursuant thereto shall be the weighted average per share price of IEVM’s common stock over the 22 trading days prior to the date IEVM receives written notice from Benchmark that it intends to exercise its option, based upon the closing prices and trades posted on the Over-The-Counter Bulletin Board (otcbb.com), plus a 15% per share control premium.  The parties shall execute in conjunction with the shares issued to Benchmark upon exercise of its Control Share Option a Registration Rights Agreement, substantially in the form of Exhibit II attached hereto, entitling Benchmark to require that IEVM seek registration, at its expense, of the shares issuable to Benchmark upon exercise of the Control Share Option.
 
8.        Board Representation. Within three (3) business days of its receipt of the Second Installment of the Purchase Price, IEVM will convene a meeting of its Board of Directors and take such action (including, if necessary, increasing the number of directors constituting IEVM’s Board of Directors) to elect E. Wayne Kinsey and David N. Harry as directors of IEVM.

9.        Announcements and Press Releases.  The announcement of Benchmark’s acquisition of the Shares will be coordinated between the parties so as to meet Securities Exchange Commission rules and regulations and for mutual public relations benefits to both parties.  The Parties will consult with each other prior to issuing any press release or other public statement regarding the proposed transaction.  It is strictly understood by the parties that the information contained herein is confidential in nature and that no such public disclosure shall be made by either party of the information or the intended transaction until Closing.

10.      Exclusive License and Distributorship Agreement.  The parties agree to execute an Exclusive License and Distributorship Agreement, substantially in the form of Exhibit III attached hereto.

11.      Due Diligence.  IEVM has provided Benchmark and its representatives with reasonable access to IEVM, and all information it and they have reasonably requested.

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12.      Representations and Warranties of IEVM.  In addition to the representations and warranties made by it elsewhere in this Acquisition Agreement, IEVM makes the following representations and warranties to Benchmark.  For purposes of these representations and warranties, the phrase “to IEVM’s knowledge” shall mean the actual knowledge after reasonable investigation of William E. Prince and Marion C. Sofield; the term “Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of IEVM, and the term “SEC Filings” means any and all Securities and Exchange Commission (“SEC”) filings required of IEVM under the Securities Exchange Act of 1934 (as amended).

(a)
IEVM is duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to own and hold its respective properties and conduct the business in which it is engaged; holds all material licenses, permits and other authorizations from governmental authorities needed to conduct its business.

(b)
IEVM’s common stock is publicly traded on the Over-The-Counter Bulletin Board (OTC:BB) under the symbol “IEVM”.  As of May 8, 2007 IEVM had 200,000,000 shares of authorized common stock, 51,185,383 shares of which were issued and outstanding (See Shareholder’s List of May 8, 2007, attached hereto as Exhibit IV).  All of the outstanding shares of IEVM are duly authorized and validly issued, fully paid and nonassessable.  IEVM has no authorized stock of any other class or series, but has authorized and issued various convertible notes, convertible debentures, warrants and options to acquire its common stock, as reflected in IEVM’s Form 10QSB filing for the period March 31, 2007 (filed with the Securities and Exchange Commission May 21, 2007).  Since the filing of that 10QSB, IEVM has not authorized or issued any other convertible notes, debentures warrants, options or other rights or securities convertible into shares of its common stock which, upon conversion or exercise, would reduce to less than 40% the percentage of IET’s common stock which Benchmark would own upon the issuance of Shares to it following payment of the Seventh Installment.

 
(c)
Other than I.E.T., Inc., a Nevada corporation (“IET”), IEVM does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity and is not a participant in any joint venture, partnership or similar arrangement.  IET is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and for continued operation of its business after closing consistent with past practice.  IET is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect on IET.  IEVM owns directly or indirectly 100% of the equity interests of IET.
 
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(d)
All corporate action required to be taken by IEVM’s Board of Directors in order to authorize IEVM to enter into this Acquisition Agreement (including each of its Exhibits), and to issue the Shares has been taken or will be taken prior to the Closing.  All action on the part of the officers of IEVM necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of IEVM under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares and the Note has been taken or will be taken prior to the Closing.  The Transaction Agreements, when executed and delivered by IEVM, shall constitute valid and legally binding obligations of IEVM, enforceable against IEVM in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.  No corporate action is required to be taken by IEVM’s Shareholders in order to authorize IEVM to enter into this Acquisition Agreement (including each of its Exhibits) and to issue the Shares.
 
 
(e)
The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Acquisition Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Acquisition Agreement or applicable state and federal securities laws.  Assuming the accuracy of the representations of Benchmark in the Subscription Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

 
(f)
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of IEVM in connection with the consummation of the transactions contemplated by this Acquisition Agreement.

(g)
There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to IEVM’s knowledge, currently threatened (i) against IEVM or IET, or (ii) against any of IEVM’s or IET’s respective officers, directors or key employees relating to their actions on behalf of IEVM or IET; or (iii) that questions the validity of this Acquisition Agreement or the right of IEVM to enter into it, or to consummate the transactions contemplated by the Acquisition Agreement; or (iv) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.  Neither IEVM nor any Subsidiary, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.  To IEVM’s knowledge, none of IEVM’s or IET’s respective officers or directors, is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality with respect to the affairs of IEVM or IET.  There is no action, suit, proceeding or investigation by or naming IEVM or IET pending or which IEVM or IET intends to initiate.  The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to IEVM) involving the prior employment of any of IEVM’s or IET’s employees, their services provided in connection with IEVM’s or IET’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.
 
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(h)
IEVM and IET each owns or possesses sufficient legal rights to (i) all trademarks, service marks, tradenames, copyrights, trade secrets, licenses, information and proprietary rights and processes and (ii) all patents and patent rights, (such rights are collectively referred to herein as the “Company Intellectual Property”) as are necessary to the conduct of the IEVM’s and IET’s business as now conducted and to continue its business after Closing consistent with past practice, without any known conflict with, or infringement of, the rights of others.  To IEVM’s knowledge, no product or service marketed or sold by IEVM or IET violates or will violate any license or infringe any intellectual property rights of any other party.  Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the foregoing, nor is IEVM or IET bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person.  Neither IEVM nor IET has received any communications alleging that it has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets or other proprietary rights or processes of any other Person.  To IEVM’s knowledge, it will not be necessary to use any inventions of any of its employees (or Persons it currently intends to hire) made prior to their employment by IEVM or IET.  Each key employee has assigned to IEVM or IET all intellectual property rights he or she owns that are related to IEVM’s or IET’s business as now conducted.
 
(i)
Except as noted or reflected in its SEC Filings, each of IEVM and IET is not in violation or default (i) of any provisions of its Articles or Bylaws, (ii) of any judgment, order, writ or decree, (iii) under any note, indenture, mortgage, or other instrument, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to IEVM or IET, the violation of which would have a Material Adverse Effect on IEVM or IET.  The execution, delivery and performance of the Acquisition Agreement and the consummation of the transactions contemplated thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of IEVM or IET or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to IEVM or IET.
 
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(j)
Except as noted or reflected in its SEC Filings, the property and assets IEVM and IET owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair IEVM’s or IET’s respective ownership or use of such property or assets.  Except as noted or reflected in its SEC Filings, with respect to the property and assets it leases, IEVM and IET are in compliance with such leases and, to IEVM’s knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.
 
(k)
IEVM’s financial statements have been audited concurrent with its annual 10-KSB filing with the SEC for the period December 31, 2006 (filed April 17, 2007).  A copy of IEVM’s 2006 10-KSB Financial Statements is attached as Exhibit V.  The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated.  Except as noted or reflected in its Form 10QSB filing for the period March 31, 2007 (filed with the SEC May 21, 2007), no events have occurred subsequent to December 31, 2006 that would require adjustment to or disclosure in any of the Financial Statements.  The Financial Statements fairly present in all material respects the consolidated financial condition and operating results of IEVM and IET as of the dates, and for the periods indicated therein.  Except as set forth in the Financial Statements or as noted or reflected in its Form 10QSB filing for the period March 31, 2007, each of IEVM and IET, individually and in the aggregate, has no material unrecorded liabilities or obligations, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to March 31, 2007.  There are no uncorrected financial statement misstatements that are material, individually or in the aggregate, to the Financial Statements.  IEVM maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.

(l)
All of IEVM’s SEC Filings are current.

(m)
Since the date of IEVM’s Form 10QSB filing for the period March 31, 2007, there has not been:
 
 
(i)
any change in the assets, liabilities, financial condition or operating results of IEVM or IET from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect;
 
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(ii)
any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;
 
 
(iii)
any waiver or compromise by IEVM or IET of a valuable right or of a material debt owed to it;
 
 
(iv)
any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;
 
 
(v)
any material change to a material contract or agreement by which IEVM or IET or any of their assets is bound or subject;
 
 
(vi)
any resignation or termination of employment of any officer or key employee of IEVM or IET;
 
 
(viii)
any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or any Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s or any Subsidiary’s ownership or use of such property or assets;
 
 
(ix)
any loans or guarantees made by IEVM or IET to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
 
 
(x)
any declaration, setting aside or payment or other distribution in respect of any of IEVM’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by IEVM;
 
 
(xi)
any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;
 
 
(xii)
receipt of notice that there has been a loss of, or material order cancellation by, any major customer;
 
 
(xiii)
to IEVM’s knowledge, any other event or condition of any character, other than events affecting the economy or IEVM’s industry generally, that could reasonably be expected to result in a Material Adverse; o
 
 
(xiv)
any arrangement or commitment by IEVM or IET to do any of the things described in this subsection (m).
 
(n)
With respect to the employees of IEVM and IET:

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(i)
To IEVM’s knowledge, none of its or IET’s employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of IEVM or that would conflict with its or IET’s business.
 
 
(ii)
Except as reflected in its Form 10QSB filing for the period March 31, 2007, IEVM is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors.  Each of IEVM and IET have complied with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, collective bargaining, and the payment and withholding of taxes and other sums as required by law except where noncompliance with any applicable law would not result in a Material Adverse Effect.  Each of IEVM and IET have withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from their employees and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.
 
 
(iii)
To IEVM’s knowledge, no key employee intends to terminate employment with IEVM or IET or is otherwise likely to become unavailable to continue as a key employee, nor does IEVM or IET have a present intention to terminate the employment of any of the foregoing.
 
 
(iv)
No former employee whose employment was terminated by IEVM or IET has asserted or to IEVM’s knowledge threatened to assert any claims against IEVM or IET or any related party arising out of such employment, and to IEVM’s knowledge no facts exists which would be reasonably likely to result in such claims.
 
(o)
There are no federal, state, county, local or foreign taxes dues and payable by IEVM or IET which have not been timely paid.  There are no accrued and unpaid federal, state, country, local or foreign taxes of IEVM or IET which are due, whether or not assessed or disputed.  There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency.  IEVM and IET have duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

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(p)
Each of IEVM and IET has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect.  Neither IEVM nor IET is in default in any material respect under any of such franchises, permits, licenses or other similar authority.
 
(q)
Except as could not reasonably be expected to have a Material Adverse Effect each of IEVM and IET is and has been in compliance with all Environmental Laws, and to the Company’s knowledge, there has been no release or threatened release of any Hazardous Substance on, upon, into or from any site currently or heretofore owned, leased or otherwise used by IEVM or IET.  Except as could not reasonably be expected to have a Material Adverse Effect, there have been no Hazardous Substances generated by IEVM or IET that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States.  To IEVM’s knowledge, there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by IEVM or IET.
 
For purposes of this subsection (q) “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances, and the term the term “Hazardous Substance” shall mean and include “hazardous substances” or “pollutants or contaminants” as defined pursuant to CERCLA, “regulated substances” within the meaning of Subtitle I of the Resource Conservation and Liability Act, as amended, hazardous substances as defined under any applicable state or local Environmental Laws, petroleum or petroleum products, and any other substance considered toxic, hazardous or a potential threat to human health or the environment under any applicable Environmental Law, the presence of which has resulted or may result in (i) an environmental lien, or (ii) a party incurring costs or liabilities, or (iii) a party being ordered or directed to investigate, remediate or otherwise respond to a potential environmental threat posed by such substances.

 
(r)
No representation or warranty contained in this Acquisition Agreement or any other agreement or instrument furnished by IEVM pursuant to this Acquisition Agreement, and no statement contained in any document, certificate or schedule furnished or to be furnished by or on behalf of IEVM to Benchmark or any of its representatives pursuant hereto, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading or necessary in order to fully and fairly provide the information required to be provided in any such document, certificate or schedule or in order to comply with applicable law.  There is no fact relating to IEVM or IET that IEVM has failed to disclose to Benchmark in writing that has or could reasonably be expected to result in a Material Adverse Effect.
 
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13.      Representations and Warranties of Benchmark.  In addition to the representations and warranties made by it elsewhere in this Acquisition Agreement, Benchmark makes the following representations and warranties to IEVM.

 
(a)
Benchmark is duly organized and validly existing under the laws of the State of Texas and has all requisite corporate power and authority to own and hold its respective properties and conduct the business in which it is engaged; holds all material licenses, permits and other authorizations from governmental authorities needed to conduct its business.

(b)
Benchmark has good and marketable title to all of its assets, and title is valid and proper.

 
(c)
To the extent required, Benchmark’s Board of Directors has authorized Benchmark to enter into this Acquisition Agreement.

14.      Closing.  Closing shall occur at each party’s individual office location as the parties agree (the “Closing Date”); however in no event shall such the Closing Date be later than June 20, 2007.

15.      Disclosure.  Benchmark and IEVM agree and have taken all reasonable precautions to prevent any trading in IEVM securities by their respective officers, directors, employees, affiliates, agents or others having knowledge of the proposed Share acquisition until the proposed acquisition has been closed.  The parties understand and agree that until a press release is issued, if ever, or other public disclosure has been made by IEVM, neither party will disclose the fact that this Acquisition Agreement is being executed, except to professional advisors, employees and consultants of Benchmark and IEVM on a need-to­ know basis.

16.      Exclusive Negotiations.  IEVM has agreed and upheld its agreement that, until such time as this Share acquisition has been consummated, it has not permitted any of its management or agents or representatives to solicit, initiate or encourage inquiries or proposals, or provide any information or participate in any negotiations leading to any proposal concerning any acquisition or purchase of all or any substantial portion of the assets or shares of IEVM or any acquisition or consolidation of IEVM with any third party or any similar transaction involving control, and/or ownership.

17.      Fees and Expenses.  All fees and expenses incurred in connection with the Acquisition and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses.

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Integrated Environmental Technologies, Ltd., a Delaware corporation


By:
    
 
William E. Prince, President and Chief Executive Officer
  

Dated: June _______, 2007.


Benchmark Performance Group, Inc. a Texas corporation



By:
    
 
Wayne Kinsey, President and Chief Executive Officer
  

Dated: June _______, 2007.


Attachments:

Subscription Agreement (Exhibit I)
Registration Rights Agreement (Exhibit II)
Exclusive License and Distributorship Agreement (Exhibit III)
Confidential IEVM Shareholder’s List of May 8, 2007 (Exhibit IV)
IEVM’s 2006 10-KSB Financial Statements (Exhibit V)
 
 
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 EX-3 4 ex3.htm EXHIBIT 3 ex3.htm
Exhibit 3
 
FORM OF

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of   , 2007 (this “Agreement”), between Integrated Environmental Technologies, Ltd., 4235 Commerce Street, Little River, SC  29566 (the “Company”), and those persons or entities listed in the Subscription Agreement  (each individually, an “Investor”, and collectively, the “Investors”).

Whereas, upon the terms and subject to the conditions of the Subscription Agreement with each Investor (individually, a “Subscription Agreement), the Company has agreed to issue and sell to the Investor and the Investor have agreed to purchase the shares of the Company’s Common Stock (the “Shares”) set forth opposite their names in the Subscription Agreement; and

Whereas, to induce the Investor to execute and deliver the Subscription Agreement, the Company has agreed to provide, with respect to the Shares (the “Registrable Securities”), certain registration rights under the Securities Act;

Now, therefore, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

Definitions

(a)           As used in this Agreement, the following terms shall have the meanings:

(i)             “Affiliate,” of any specified Person means any other Person who directly, or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, such specified Person.  For purposes of this definition, control of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract, securities, ownership or otherwise; and the terms “controlling” and “controlled” have the respective meanings correlative to the foregoing.

(ii)            “Closing Date” means the Termination Date (as such term is defined in the Offering).

(iii)           “Commission” means the Securities and Exchange Commission.

(iv)           “Current Market Price” on any date of determination means the closing bid price of a share of the Common Stock on such day as reported on the Pink Sheets, or, if such security is not listed or admitted to trading on Pink Sheets, on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the closing bid price of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any Nasdaq member firm of the National Association of Securities Dealers, Inc. selected from time to time by the Board of Directors of the Company for that purpose, or a price determined in good faith by the Board of Directors of the Company as being equal to the fair market value thereof, as the case may be.

 
A-1
 

Exhibit A – Form of Registration Rights Agreement


(v)            “Effective Date” means the date the Registration Statement is first declared effective by the Commission.

(vi)           “Effectiveness Period” shall be the period two years after the Registration Statement is declared effective under the Securities Act or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such effect.

(vii)          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, or any similar successor statute.

(viii)         “Investors” means each of Investors and any transferee or assignee of Registrable Securities who agrees to become bound by all of the terms and provisions of this Agreement.

(ix)           “Offering” means that certain Subscription Agreement, dated as of June 15, 2004 relating to the sale of the Registrable Securities.

(x)            “Person” means any individual, partnership, corporation, limited liability company, joint stock company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof.

(xi)           “Prospectus” means the prospectus (including, without limitation, any preliminary prospectus and any final prospectus filed pursuant to Rule 424(b) under the Securities Act, including any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 430A under the Securities Act) included in the Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein.

(xii)          “Public Offering” means an offer registered with the Commission and the appropriate state securities commissions by the Company of its Common Stock and made pursuant to the Securities Act.

 
A-2
 

Exhibit A – Form of Registration Rights Agreement


(xiii)         “Registrable Security” means the (a) Units, (b) the Shares, (c) the Warrants, and (d) any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise

(xiv)         “Registration Statement” means a registration statement of the Company filed on an appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act, including the Prospectus contained therein and forming a part thereof, any amendments to such registration statement and supplements to such Prospectus, and all exhibits and other material incorporated by reference in such registration statement and Prospectus.

(xv)          “Restricted Security” means any share of Common Stock issued pursuant to the terms of the Subscription Agreement or exercise of the Warrants except any such share that (i) has been registered pursuant to an effective registration statement under the Securities Act and sold in a manner contemplated by the prospectus included in such registration statement, (ii) has been transferred in compliance with the resale provisions of Rule 144 under the Securities Act (or any successor provision thereto) or is transferable pursuant to paragraph (k) of Rule 144 under the Securities Act (or any successor provision thereto), or (iii) otherwise has been transferred and a new share of Common Stock not subject to transfer restrictions under the Securities Act has been delivered by or on behalf of the Company.

(xvi)         “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, or any similar successor statute.

(b)           All capitalized terms used and not defined herein have the respective meaning assigned to them in the Subscription Agreement.

1.             Registrable Securities.  As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) a Registration Statement has been declared effective by the SEC and all such Registrable Securities have been sold pursuant to a Registration Statement, (ii) such Registrable Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 are met, (iii) such time as all such Registrable Securities have been otherwise transferred to holders who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend or (iv) in the opinion of counsel to the Company acceptable to the Investor, all such Registrable Securities may be sold without registration under the Securities Act or the need for an exemption from any such registration requirements and without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act.

 
A-3
 

Exhibit A – Form of Registration Rights Agreement


2.             Restrictions on Transfer. The Investor acknowledges and understands that in the absence of an effective Registration Statement authorizing the resale of the Registrable Securities as provided herein, the Registrable Securities are “restricted securities” as defined in Rule 144 promulgated under the Act and certificates evidencing such shares shall bear a restrictive legend.  The Investor understands that no disposition or transfer of the Registrable Securities may be made by the Investor in the absence of (i) an opinion of counsel to the Investor, in form and substance reasonably satisfactory to the Company, that such transfer may be made without registration under the Securities Act or (ii) such registration.

With a view to making available to the Investor the benefits of Rule 144 under the Securities Act (“Rule 144”) or any other similar rule or regulation of the Commission that may at any time permit the Investor to sell securities of the Company to the public without registration, the Company agrees to:

 
(a)
comply with the provisions of paragraph (c)(1) of Rule 144; and

 
(b)
file with the Commission in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of the Investor, make available other information as required by, and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144.

3.             Registration Rights With Respect to the Registrable Securities.

 
(a)
The Company shall use its best efforts to cause the Registration Statement to become effective within five (5) days of SEC clearance and will within said five (5) days request acceleration of effectiveness. The Company will notify the Investor of the effectiveness of the Registration Statement within five (5) Trading Days of such event.

 
(b)
The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the Securities Act until the earliest of (i) the date that none of the Registrable Securities are or may become issued and outstanding, (ii) the date that all of the Securities have been sold pursuant to the Registration Statement, (iii) the date the holders thereof receive an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investor, that the Registrable Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iv) all Registrable Securities have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) all Registrable Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investor.

 
A-4
 

Exhibit A – Form of Registration Rights Agreement


 
(d)
All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of a Registration Statement under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys’ fees of the Company) shall be borne by the Company.  The Investor shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Securities being registered and the fees and expenses of its counsel.  The Company shall qualify any of the securities for sale in such states as the Investor reasonably designates and shall furnish indemnification in the manner provided in Section 6 below. However, the Company shall not be required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the sellers, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its expense will supply the Investor with copies of the Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Investor.

 
(e)
If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Investor in writing of the existence of a Potential Material Event (as defined in Section 3(e) below) (the “Blackout Notice”), the Investor upon receipt of such notice shall not offer or sell any Registrable Securities or engage in any other transaction involving or relating to Registrable Securities from the time of the Blackout Notice until the Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend the right to such holders of Registrable Securities for more than a thirty (30) business day period,  with at least a ten (10) business day interval between such periods, during the periods the Registration Statement is required to be in effect.  If a Potential Material Event shall occur prior to the date a Registration Statement is filed, then the Company’s obligation to file the Registration Statement shall be delayed without penalty for not more than sixty (60) calendar days.

 
(f)
For purposes of Section 3(e), “Potential Material Event” means any of the following: (a) the possession by the Company of material information the disclosure of which in the Registration Statement would be detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information.

 
A-5
 

Exhibit A – Form of Registration Rights Agreement


4.             Cooperation with Company.   The Investor will cooperate with the Company in all respects in connection with this Agreement, including supplying on a timely basis all information reasonably requested by the Company (which shall include all information regarding the Investor and proposed manner of sale of the Registrable Securities required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering.  The Investor shall consent to be named as an underwriter in the Registration Statement.  The Investor acknowledges that in accordance with current SEC policy, the Investor will be named as an underwriter of the Securities in the Registration Statement.

5.             Registration Procedures.  If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Investor’s assistance and cooperation as reasonably required:

 
(a)
prepare and file with the SEC a Registration Statement and the prospectus used in connection therewith and such amendments and supplements thereto as may be required under the Securities Act or as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the Investor of such Registrable Securities shall desire to sell or otherwise dispose of the same and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

 
(b)
furnish to the Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other documents, as the Investor may reasonably request in order to facilitate the public sale or other disposition of the securities owned by the Investor;

 
(c)
register and qualify the Registrable Securities covered by a Registration Statement under all applicable blue sky laws (subject to the limitations set forth in Section 3(c) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable the Investor to consummate the public sale or other disposition in such jurisdiction of the securities owned by the Investor, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process;

 
A-6
 

Exhibit A – Form of Registration Rights Agreement


 
(d)
notify the Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 5(a) as quickly as commercially possible;

 
(e)
as promptly as practicable after becoming aware of such event, notify the Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension;

 
(f)
cooperate with the Investor to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investor reasonably may request and registered in such names as the Investor may request;

 
(g)
take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Investor of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances;

 
(h)
in the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; and

 
(i)
maintain a Transfer Agent for its Common Stock.

 
A-7
 

Exhibit A – Form of Registration Rights Agreement


6.             Indemnification.

 
(a)
The Company agrees to indemnify and hold harmless the Investor and each person, if any, who controls the Investor within the meaning of the Securities Act (“Distributing Investor”) against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys’ fees), to which the Distributing Investor may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Investor, specifically for use in the preparation thereof. This Section 6(a) shall not inure to the benefit of any Distributing Investor with respect to any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Investor failed to send or give (in violation of the Securities Act or the rules and regulations promulgated thereunder) a copy of the prospectus contained in such Registration Statement to such person at or prior to the written confirmation to such person of the sale of such Registrable Securities, where the Distributing Investor was obligated to do so under the Securities Act or the rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

 
(b)
Each Distributing Investor agrees that it will indemnify and hold harmless the Company, and each officer, director of the Company or person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys’ fees) to which the Company or any such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by such Distributing Investor, specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Distributing Investor may otherwise have. Notwithstanding anything to the contrary herein, the Distributing Investor shall not be liable under this Section 6(b) for any amount in excess of the net proceeds to such Distributing Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement.

 
A-8
 

Exhibit A – Form of Registration Rights Agreement


 
(c)
Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent of actual prejudice demonstrated by the indemnifying party. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that if the indemnified party is the Distributing Investor, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the Distributing Investor and the indemnifying party and the Distributing Investor shall have been advised by such counsel that there may be one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the Distributing Investor (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the Distributing Investor, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for the Distributing Investor, which firm shall be designated in writing by the Distributing Investor and be approved by the indemnifying party). No settlement of any action against an indemnified party shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld.

 
A-9
 

Exhibit A – Form of Registration Rights Agreement


All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with this Section and all reasonable attorneys’ fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder; provided, that the indemnifying party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party is not entitled to indemnification hereunder).

7.             Contribution.  In order to provide for just and equitable contribution under the Securities Act in any case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that the express provisions of Section 6 hereof provide for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then the Company and the applicable Distributing Investor shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys’ fees), in either such case (after contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the applicable Distributing Investor on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Distributing Investor agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8.             Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be delivered as set forth in the subscription agreement attached to the Offering.

9.             Counterparts/Facsimile.  This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when together shall constitute but one and the same instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other party. In lieu of the original, a facsimile transmission or copy of the original shall be as effective and enforceable as the original.

 
A-10
 

Exhibit A – Form of Registration Rights Agreement


10.           Remedies.  The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

11.           Conflicting Agreements.  The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise prevents the Company from complying with all of its obligations hereunder.

12.           Headings.  The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF SOUTH CAROLINA.

14.           Severability.  If any provision of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceablity shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. Terms not otherwise defined herein shall be defined in accordance with the Subscription Agreement.



[SIGNATURE PAGE TO FOLLOW]
 
A-11
 
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, on this                  day of                            , 2007.

 
COMPANY:
   
   
 
INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.,
 
a Delaware corporation
   
   
 
By:
   
   
 
William Prince, President
   
   
 
INVESTOR:
   
 
Signature

 
For:
Benchmark Performance Group, Inc.

 
Printed Name: 
E. Wayne Kinsey

 
Title:
President
 
 
A-12
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